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As filed with the Securities and Exchange Commission on August 8, 2000
Registration No. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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BINGO.COM, INC.
(Exact Name of Registrant as Specified in Its Charter)
FLORIDA 98-0206369
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4223 GLENCOE AVENUE, SUITE C200
MARINA DEL REY, CALIFORNIA 90292
(Address of Principal Executive Offices) (Zip Code)
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2000 STOCK OPTION PLAN
(Full Title of the Plan)
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Shane Murphy
Chief Executive Officer
Bingo.com, Inc.
4223 Glencoe Avenue, Suite C200
Marina del Rey, California 90292
(Name and Address of Agent for Service)
(310) 301-4171
(Telephone Number, Including Area Code, of Agent for Service)
Copies of all communications to:
Ralph H. Winter, Esq.
Paul, Hastings, Janofsky & Walker LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626
Telephone: (714) 668-6200
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price(2) Fee
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<S> <C> <C> <C> <C>
Common Stock,
Par Value $0.001
Per Share 2,000,000 $0.54685 $1,093,700 $288.74
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</TABLE>
(1) This Registration Statement also covers any additional shares of common
stock which become issuable under the 2000 Stock Option Plan by reason of
any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration
which results in an increase in the number of the outstanding shares of
the Registrant's common stock.
(2) Calculated pursuant to Rule 457(c) and 457(h)(1), based on the average of
the high and low price ($.54685 per share) of Registrant's common stock on
the National Association of Securities Dealers' Over-the-Counter Bulletin
Board as of August 3, 2000 (a date within five business days prior to
filing this Registration Statement).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated herein by reference:
(a) The Registrant's annual report on Form 10-K for the fiscal year
ended December 31, 1999 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) The Registrant's amended annual report on Form 10-K/A for the fiscal
year ended December 31, 1999 filed pursuant to Section 13(a) or 15(d) of the
Exchange Act;
(c) The Registrant's quarterly report on Form 10-Q for the quarter ended
March 31, 2000;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Registrant's annual
report referred to in (a) and (b) above; and
(e) The description of the Registrant's common stock which is contained
in the Registrant's Form 10 filed pursuant to Section 12(g) of the Exchange Act,
including any amendments filed for the purpose of updating such description.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement, which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation of the Registrant require it to indemnify,
to the fullest extent permitted by law, its directors and officers from
liability to the Registrant and its shareholders, for damages for breach of any
duty owed to the Registrant or its shareholders. The Articles of Incorporation
permit the Registrant to indemnify its officers and directors against
contingencies or perils if such indemnification is in the best interests of the
Registrant. In connection therewith, the Articles of Incorporation permit the
Registrant to procure directors' and officers' liability insurance policies to
protect the directors and officers.
The Bylaws of the Registrant require it to indemnify all of its officers
and directors to the extent permitted by Section 607.850 of the Florida Business
Corporation Act.
Under the Florida Business Corporation Act, a corporation, under
specified circumstances, may indemnify its directors, officers, employees or
agents against expenses (including attorney's fees), judgments, penalties, fines
and amounts paid in settlements, actually and reasonably incurred in connection
with any pending or threatened action, suit, or proceeding brought by a third
party by reason of the fact that they were or are directors, officers, employees
or agents of the corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, a corporation may indemnify its directors, officers, employees or
agents, only for expenses and amounts paid in settlement that were actually and
reasonably incurred in connection with the defense or settlement of an action or
suit, or an appeal thereof, and only if the officers, directors, employees or
agents acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation. However, a corporation may
not indemnify such person if he or she was adjudged liable to the corporation,
unless and only to the extent that the court in which the action or suit was
brought, determines upon application, that the defendant director, officer,
employee or agent is fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits filed as part of this Registration Statement are as
follows:
Exhibit Number Description of Exhibit
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4.1 2000 Stock Option Plan
4.2 Form of 2000 Stock Option Agreement
5 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Davidson & Company, independent auditors
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
Exhibit 5 above)
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
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provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information
required by those paragraphs to be included in a post-effective
amendment is contained in periodic reports filed or furnished by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Marina del Rey, State of California, on this 8th day
of August, 2000.
BINGO.COM, INC.
By: /s/ SHANE MURPHY
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Shane Murphy
Chairman of the Board, Chief
Executive Officer, President,
Treasurer and Secretary (Sole
Director and Principal Executive,
Financial and Accounting Officer)
By: /s/ JAMES BEAU BUCK
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James Beau Buck
Senior Vice President
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
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4.1 2000 Stock Option Plan
4.2 Form of 2000 Stock Option Agreement
5 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Davidson & Company, independent auditors
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP (contained in
Exhibit 5 above)
